Remnant Falling
by ThatGuyWhoWas
Summary: Vale is lost; brought down by treachery the city is overrun. Now the scattered defenders must rally along with unlikely allies and free their home from a brutal occupation and a much darker terror. Rated M for language, possible romance, probable gore, and unplanned character deaths (if I can stomach writing them) Enjoy!
1. Chapter 1

**Author Note: For this story I decided to alter the ages of some characters, namely the first years and especially Ruby Rose. The first years are all eighteen years of age except for Ruby who is 16. This story is a little darker, with weapons causing physical damage as well as damage to their auras. And I felt really weird writing a 15 year old getting shot so sue me. Most of the other characters including the villain ages will remain the same unless I specify otherwise within the story. Also deaths will occur, so enjoy!**

 **Chapter One:**

 **Dawn of the End**

 **Beacon Tower**

 **9:23 AM**

 **5 Hours 18 Minutes Since**

 **First Breach**

Ozpin continued to sip his coffee despite the series of explosions that reverberated even through the tallest tower in beacon. That had to be the fifth series of controlled explosions in the last five hours or so. And Grimm were still pouring thru the previous four breaches without any sign of stopping, he was going to have a massacre on his hands. Another sip of coffee, the only thing he could do was get the civilians out of here.

"Headmaster sir!" a VPD officer stood smartly at attention with only a slight waver betraying his apprehension and fear. He had asked the VPD for a complete rundown of the mornings events, if for no other reason than to at least feel like he was doing something in this makeshift command center.

"Report if you would officer" Ozpin was a little uncomfortable at the salute, he had never understood the almost absurdly rigid discipline that was the hallmark of militaries like Ironwood's, of course it seemed like that wasn't the only thing he had misunderstood about the Atlas general…

" Yes sir!" and with another smart salute he began. "It is now believed that at roughly O-four hundred operatives believed to be working with the White Fang terrorist organization managed to create a sizable gap in the wall adjacent to the agricultural district sir!" a pause to catch his breath " under the cover of the mayhem produced be the first breach they than proceeded to breach the same stretch of wall twice more." A slight tremble entered his voice at that part of the tale, the VPD had been the first responders at those breaches and had been hit hard. " at roughly O- eight hundred the wall was breached again, this time along the commercial district, and the most recent breach has been confirmed in the commercial district as well sir!"

"Thank you officer you are dismissed", one final salute was the officers only response as he wearily headed to the elevator to catch some rest before the inevitable call for reinforcements. And again Ozpin stood alone in the middle of his command center wishing desperately for his friends advice. But Goodwitch had headed of towards the first commercial district breach in an attempt to seal it, along with the help of a platoon of officers and a half dozen or so hunters, he had not heard from them for close to an hour. Qrow had gone down to assist the VPD in delaying the encroachment of Grimm in the agricultural sector so the remaining civilians could escape, he and his accompanying hunters were in a slugging fest according to their last report but they at least appeared to be holding ground for now. Ironwood appeared content to wait it out in the floating stadium, his army and fleet floated menacingly above the carnage but offered no support, to what end Ozpin had no idea, but it could not be good. He turned to one of the com operators fury beginning to build, "try to raise Glynda and her team again!" he paused to calm himself "and somebody connect me to the general!" his people, his kids were out their fighting and dying, and the general better have a damn good reason for it!

 **Commercial District**

 **8 Blocks South of 4** **th** **Breach**

 **9:35 AM**

 **5 Hours 30 Minutes Since**

 **First Breach**

Yang slide behind some rubble next to her sister just as an explosion shredded her previous cover. " I don't fucking believe it!" Ruby leaned out and fired a couple shots, dropping a charging ursa.

"Believe what Yang?"

"Those fuckers just dropped another wall segment!" she stood up to send a few projectiles towards a deathstalker. "and we haven't even finished sealing up this breach!" she angrily began fishing for a new strip of kinetic rounds.

" More like we haven't even begun sealing this one" she reloaded her scythe " I'm down to three boxes and twenty misc. rounds, you?"

" two strips each" with an angry jerk, she hadn't though they would need more. In and out, that was what this mission was supposed to be. The first series of explosions had caught people by surprise, they never thought to secure the breaches simply stem the tide and evacuate the civies, so with everyone one high alert by the time the fourth breach was made command figured they could use Glynda's telekinesis to seal the breach, what they hadn't counted on was the White Fang fortifying the breach so no one could get close. And the narrow streets, which were so effective at funneling the Grimm into scope, had proven effective for the white fang operatives as well. "it would have been nice if uncle Qrow had warned us about the operatives!". She sent a projectile into the face of a fang infantryman and he was thrown from his perch on a roof and landed with a sickening thud.

" They never even got close to the breach, there was no way he could have known" she rolled out of cover and fired a round before scampering back behind the ruined husk of a building she was sharing, rounds clanging of the stonework around her. The faunas she had been aiming for was not so lucky, Crescent Rose's heavy round took the operative in the right leg passing clean thru just below the hip, completely removing his leg.

" We have to get closer!" Yang ducked further behind the wall as rounds began hammering around her position; apparently a fang gunner had caught sight of her glowing hair. "We don't have the ammo for this kind of fight and while we sit here getting our Asses shot up those fuckers are probably planting more charges!"

"Easier said than done sister!" Ruby rolled out of cover again to deal with Grimm that had begun moving towards their impromptu pillbox. This time she only got off one shot before gunfire drove her back under cover, this time with a couple more holes in her hood for her trouble. She began mumbling as she jacked another round into the chamber "those dirty bastards…mumble mumble…shooting at a little girl… mumble mumble…this was my favorite hood too".

" At least it was your hood this time and not you" Ruby gave a crooked smile at that and reflexively moved her shoulder. Earlier in the day Ruby had tried using her semblance to blow past the Grimm and close the distance with the White Fang operatives and had gotten a hole clean through her shoulder for her trouble. Yang stood up and released a round straight into a Beowulf that had approached with in a dozen or so yards " I think we have over stayed our welcome in this sector…"

Ruby pointed to the destroyed remains of a building about a block back, three stories tall and situated at an intersection. "From that vantage point I can probably remove some of the gunners, enough for you to make a push". That is what they had been doing for over an hour, retreating and advancing, pushing them back and being pushed back. And always coming back a little bit more banged up and with a lot less ammo. With the White fang seeming as nearly endless as the Grimm.

" Sounds like a plan NOW MOVE!" with that Yang sprung up and unleashed a hale of Kinetic rounds on the approaching grim and the nearby Fang units. Under the cover of this impressive display of firepower, Ruby retreated towards their designated fall back point, before she turned around to cover her sisters own retreat. "Son of a bitch!" Yang managed to make it to the second floor before collapsing in pain, nursing a new hole through her calf "son of a god damn bitch!" she sat down and began bandaging her calf as her sister continued to thin the herd. "That was the last of our medical supplies!" she angrily threw the empty pouch at a wall "where the hell are Blake and Weiss?!"

Ruby shrugged before dropping another faunas "I have no idea, something is jamming our comms and I have not been in contact with them since they left to support the other sectors" she fired again this time turning a ursa's head into a pulpy mass. "You ready to move up again?"

" I just got here!" Yang grimaced again as she leveraged herself up "fuck this shit"

"Is that a yes or no?"

" It's a yes" she began limping down stairs "and for the love of God get the damn comms up and running or this is going to end very poorly for the both of us"

" Less talking more running please!"

" FUCK THIS SHIT!" this time it sounded more like a battle cry.

 **Commercial District**

 **3 Blocks South East of 4** **th** **Breach**

 **9:42 Am**

 **5 Hours 37 Minutes Since**

 **First Breach**

"So how exactly are we supposed to get over there?" Blake slid further down into the hiding spot she shared with Ren. "Because I don't think stealth will be much of use".

Ren simply shrugged, "true, but if that thing is the device responsible for our comm troubles we may not have much of a choice in the matter". The device in question certainly looked like a signal jammer, or at least what they thought a signal jammer should look like complete with rotating communication dishes and all. "And it appears to be something valuable seeing as they have… how many guards?"

"Twelve… wait no… fourteen guards" Blake was not liking these odds, nor was Ren for that matter after he let out a long sigh.

"Well at least we have plenty of ammunition" which was true, as they had not fired a shot after splitting up from the rest of their detachment and decided that hunting for whatever was playing havoc with their comms was a priority. "I think you are right with regards to sneaking, but we should try to get as close as we can before we start our headlong charge". The device in question was a good two blocks away from their current position, which was already deep in White Fang controlled territory to begin with.

Blake decided to voice what they were both thinking, "if we get pinned down out here we are beyond fucked…"

"What a cheery thought, so… ladies first?"

She rolled her eyes at that "what a gentleman" before vaulting their low cover as she and Ren gradually made their way towards their objective. Sticking to the shadows of the burned out commercial district.

 **Commercial District**

 **6 Blocks South West of 4** **th** **Breach**

 **9:45 AM**

 **5 Hours 40 Minutes Since**

 **First Breach**

"Now Nora!" at Weiss's command Nora sent a single grenade thru a second story window, a few seconds later the resulting explosion sent bits of rubble and faunas flying everywhere. If she had time to think Weiss would have probably thrown up, and while she would most certainly see these images later in her sleep, she was too preoccupied with not dying to fret over them now. Though with how well this fight was going, she may not live long enough to care. "See if you can find some VPD officers to occupy that building!"

" Okie dokie!" and with that she sped of to find the remnants of the VPD squad they saved.

She and Nora had stumbled upon the officers purely by chance, due to the communication blackout Glynda hadn't known that the leftmost part of her line had been in perilous danger of collapsing, and she was almost certain command knew nothing of their dire situation. Goodwitch had been tempted to send a runner for aid but had decided that any weakening of the unit would likely end in them being overrun. Which may have been true, but as long as whatever was fucking with their communications was up and operational the result would likely be the same.

" Schnee! I found them!" Nora came bounding up full to the brim with her ridiculous enthusiasm despite their nearly hopeless situation. The officers on the other hand did not bound and seemed to be filled with dread rather than any form of enthusiasm.

"Who is in charge of this unit?"

"An ursa took the sergeants head clean off… so… I guess I am mam" the officer who had spoken up looked barely older than Weiss herself.

" Understood you take your me into the building Miss Valkyrie and myself just cleared" she paused to make sure this was registering to the young man, at his nod she continued "you will be watching our backs as we advance towards the breach"

His face blanched at that "mam bu-bu-but-"

"What?" Nora had already gone off ahead and Weiss needed to catch up, street fights were not her forte and having someone with a massive hammer and a grenade launcher for clearing buildings was beyond beneficial.

"I-I-Im down to six men and all but one are wounded!"

"You will simply have to make due officer" she tried to avoid being to harsh, everyone was scared but unlike her he and his men did not have what essentially boiled down to superpowers. "All we can do is fight" almost as if on cue a couple of explosions went off in the direction Nora had traveled. And as Weiss began running to catch up she thought she heard Nora's distinct cackle. She sometimes envied Nora's infectious enthusiasm, but she always pitied Ren.


	2. Chapter 1 (continuation)

**Author Note: I am not very good with schedules and planning so the release times are most likely going to be erratic. I write when I have ideas and mope when I don't, which is not conducive to regular releases. So sorry in advance, I guess. Also Reviews and feedback is welcome.**

 **Chapter One (continuation):**

 **Dawn of the End**

 **ANS Dreadnaught** _ **Deliverance**_

 **Stationary 10000ft above Vale**

 **9:59 AM**

 **5 Hours 54 Minutes Since**

 **First Breach** __

Only Atlas could destroy the Grimm once and for all. Ironwood firmly believed that, down to his very core. The only way for humanity to survive, no, to thrive was to unite under one banner and as a single nation and not simply survive the darkness but to push back and ultimately vanquish it. Only Atlas had the strength, only Atlas had learned from the failures of the now defunct Kingdom of Mantle, only Atlas could rule. Vacuo was a land of hardy people but too few to lead the charge, Mistral was a wealthy land with its namesake trade route bringing vast wealth to its people, but its people were too corrupt, too concerned with mercantile endeavors to be trusted with humanity's struggle. That left the Kingdom of Vale. Ironwood paused to look down at the reeling city, fires burned uncontrolled as its defenders engaged in a valiant but ultimately futile struggle against the Grimm. Only with his forces could they hope drive the Grimm from the city and restore order, but it was not time yet. He felt a twinge of sadness as a third breach opened up in the wall along the commercial sector. In many ways he respected the people of Vale; their artisans, while not as technologically inclined as those of Atlas, were still supremely skilled. Beacon, despite the failings of its headmaster and teachers, still trained fine hunters and huntresses every year. Yet their failure at Mountain Glenn had shown him one thing, they to could not be trusted to lead. When the time came he would be fair to the people of Vale, but only Atlas could lead, Atlas had to lead.

"Sir?" absorbed in his own thoughts it took his a few seconds to realize that someone was trying to get his attention. Smartly he turned around an addressed the young officer, a young female faunas of the canine variety whose name was…

"Ensign Nelson correct? What do you need?" trying to remember the names of all officers in his entire fleet was next to impossible, but he could manage those on his flagship, though he doubted the number of faunas was greater than a hundred out of the thousands of crew members in the entirety of his fleet. He had nothing against the faunas as a species; they simply tended to show loyalty to their own species first and foremost, and only those whose undying loyalty belonged to Atlas served on his fleet.

She gave a jittery salute, clearly a product of her nerves, and began to recite her message. "This just from the communication room, ' Headmaster of Beacon Ozpin to General Ironwood: we request immediate support to battle the Grimm incursion and to aid the search for the saboteurs responsible for the breaches, barring that the Headmaster of Beacon requests an open communication line with General Ironwood so they may discuss the defensive situation at greater lengths'" she cleared her breath before asking her question "do we respond sir?"

Ironwood didn't even take a moment to think before he gave his answer "no", it was clear by Ensign Nelsons face that she did not agree with his response, truth be told he could practically feel the strained silence that engulfed the bridge of the _Deliverance_ , but he was not angered by this. Even as high as they were they could hear the cacophony of sirens and gunfire, punctuated by the howls of Grimm. They could see the Grimm so thick as they travelled the narrow streets of Vale, like black bile spreading thru the city's veins as it sought to consume the entirety of Vale. It was an nauseating sight, but it was not time yet. He turned to address the rest of his officers on the bridge "it is not time yet my fellow soldiers, and while I find the conflict below to be troubling, I will not sacrifice my fellow Atlens in such an engagement before all facts are known" as he turned back towards Ensign Nelson he could feel a slight easing of the tensions that had been building. "Is that all ensign?" she to seemed a bit more at ease.

" No sir! Vice Captain Hallsing wanted me to tell you that your guest has arrived sir!"

" Is that so… very well you are dismissed Ensign" as Nelson turned and began walking away. Ironwood felt his mood beginning to turn sour, only one person was allowed onto his fleet under the guise of 'guest' and she was decidedly unpleasant to deal with.

 **Beacon Tower**

 **10:02 AM**

 **5 Hours 57 Minutes Since**

 **First Breach**

"No response from the General, just like last time Headmaster" the operator removed the earphones and mouthpiece, exhaustion evident on his face. Ozpin couldn't blame them they had been working non stop since four in the morning and every transmission reporting new breaches and mounting casualties seemed to drain them even further, VPD personnel practically ghosted along, mere shadows of themselves, their casualties were staggering.

" Thank you for trying" he paused to take a sip from his cup, it had been emptied by six in the morning and now simply drank from the empty by force of habit, it helped calm his nerves. "If you would connect me to Qrow and take a short break please" Ozpin chuckled at the look the young radio operator gave him "I assure you I know how this device works and I am by no means confiscating it from you"

"I-I-I didn't mean it like that sir I was-"

"Shoo-Shoo young man, your device will still be here when you get back"

He flashed Ozpin a smile, probably his first this morning, and hurried down the stairs towards the mess hall.

After the officer left he turned his attention back towards the radio " Qrow are you there? Can you read me?" a few seconds of static before he heard a garbled response. Barely heard over the sounds of combat.

"Th-s is Sgt. Wi-slo-, wh-t d- you –ee- C-ma-d?"

" I am sorry could you repeat that? I missed about every other letter" he thought he heard the man curse under his breath, something about the proper use for oversized toasters, before he tried again much clearer than the first time.

" I say again, this is Sgt. Winslow speaking what can I do for you command?"

" This is Headmaster Ozpin could you please put Qrow on?

" Right away headmaster", after a few seconds he heard Qrow's familiar gravely overtones with only the slightest slurring of words.

" So when is Jimmy going to get off his ass and send down some party favors? We are holding for now, but we are still stuck evacuating civies from the Ag district as well as people fleeing from the industrial centers" things were getting rough there, Qrow and his people had been fighting for nearly six hours plus and it sounded like the situation had somehow gotten worse, wonders abound.

" I'm not sure the general is going to be joining us today Qrow…"

Silence greeted that statement as the implications sunk in. "Well fuck" was all Qrow could muster for his initial response. "So what's the plan Ozpin?"

"How long to evacuate the rest of the civilians?"

"Two hours tops" was the immediate response " give me two hours and I will have them all huddling in the residential district"

" See that you do, because at two hours and ten minutes from now we are blowing the bridges to the Residential district and anyone on the wrong side will be going for a swim". The canals that bisected the city and separated the residential district from the rest of the city was crossed by several major traffic bridges and dozens of footbridges. While both Grimm and people could traverse the canals via swimming, it was much slower than rampaging down a major bridge… and they made for excellent targets. It wouldn't stop them, but it should buy the defenders some time.

Qrow was silent for a short while as he processed the information " that's going to be expensive to fix…"

"Unfortunately budgetary concerns are on the backburner for now, so for old times sake get your people across the bridges, I cant afford to lose any hunters. least of all you."

"Like you could get rid of me that easily ha! I plan on giving you plenty more paperwork and headaches before this is over Ozpin" and with that he terminated the signal leaving Ozpin alone with the radio and the weight of his command. How many of his children will spill their blood on this day? He did not know how this would end, but he knew one thing; Ironwood will pay for his apathy. Ozpin did not even try to check his growing rage this time as he quickly stalked out of the command center, lest he target some unfortunate officer, his knuckles turned white as his hands clutched his cane. He will pay in blood.

 **Commercial District**

 **1 Block South East of 4** **th** **Breach**

 **10:15 AM**

 **6 Hours 10 Minutes Since**

 **First Breach**

As boring as guard duty was, and boy was it boring, at least he wasn't on the outer perimeter defenses. According to the lieutenant they were holding, barely, but getting a beating for their trouble. Close to two dozen confirmed dead with another three dozen missing in action. So Emerson was glad he was not out in the hottest part of the warzone, he just wished guarding this damn jammer wasn't so boring. Since it was one of those new atlas variants he didn't even need to do anything to help it operate, since Atlas folks seem to have a major fetish involving robots and automation. So Emerson's job boiled down to sitting on a roof trying to strike up a conversation with the other sentry Jared and avoid looking tasty to all the Grimm surging through the streets. Emerson let loose a sigh before he looked up from the streets and turned towards Jared, attempting to yet again start up a conversation, but his comment on the current situation died in his throat. Jared lay on the roof with his arteries spilling his blood into an already growing red pool, a single figure standing over his body with what appeared to be two long and bloodied green knives. Before Emerson could begin to shout a warning, a hand covered his mouth and he felt a sharp pain in his chest. He looked down in surprise at the black blade that had mysteriously sprouted from his sternum, and collapsed to the floor.

Blake let the white fang sentry slid off Gambol Shroud before she began walking towards the suspected jammer. Surprisingly she and Ren had been able to sneak up towards the device and eliminate all the guards without alerting anyone to their presence. Though she doubted they would be able to remain concealed after wrecking the White Fang's expensive looking toy. Speaking of which…

"That is some serious looking tech"

Blake agreed; the spire was only around six feet tall and a foot wide at the base. But connected to the spire were around half a dozen communications disks some rotating, some whirring, but all of them looked decidedly sturdy and expensive. This was not going to be as easy as they had hoped.

"So you have any explosives tucked away somewhere?" he made a show of patting himself down, "because I appear to be fresh out".

" The missions original objective was to repair a hole, not make more, so unfortunately I stocked accordingly"

Ren reloaded Storm Flower and let out a dramatic sign " so we just shoot it until it dies, how elegant" he took aim and was about to unload on the jamming device before Blake stopped him.

"Perhaps not" she began searching the surface of the device for something before shouting, "found it!" at Ren's confused look she pointed towards her prize, "the control panel"

" Is there an off button?"

"Probably, but I have no way to know which one it is, in fact I am just as likely to cause it to explode as I am to turn it off"

"And…?" the causing it to explode part sounded pretty good to him.

"And I wouldn't be in control of that explosion, do you really want this expensive and heavy piece of tech blowing up in your face?"

" Fair enough" this didn't make much sense to him, but Blake seemed to be going somewhere with this. She seemed to be fiddling with a lock just below the console; it took her a good few minutes before the panel opened. "What are you looking for?"

She reached into the device and with a quick jerk yanked what appeared to be a mass of wires with a large circuit board attached. The jammer whirred for a few more seconds before it sputtered and died. "Found it" she held up the mass of circuit boards and wires "the off button".

Ren laughed for a few seconds before a sound interrupted him. The sound of metal on stone… rolling. A glance confirmed his suspicion; Blake was too preoccupied with examining the jammer components to notice. So Ren dove pushing Blake and partially shielding her. She didn't even have time to protest before the grenade went off, a few meters away.

 **Commercial District**

 **9 Blocks South-Southwest of 4** **th** **Breach**

 **10:22 AM**

 **6 Hours 17 Minutes Since**

 **First Breach**

Goodwitch was not having a good day, not only was the breach not sealed, but it didn't appear like they were going to be sealed anytime soon. Combine that with fresh breaches appearing with startling regularity and the city wasn't going to hold till the end of the day. She reached for the communication piece in her ear and pressed the send button and got an earful of static. They were stuck here, while she certainly could take her forces and fall back to the safe zones and maybe get some god damn orders from command, she couldn't just leave her students. For all she knew pulling her forces from the area could doom every last one of her students to death. Just then her communicator burst to life and the words chilled her t the bone.

" Ren is bleeding badly, I repeat Ren is down."

 **Author Note: Whew! Juggling multiple characters is difficult, I may have to thin the ranks next chapter/continuation…**


End file.
